On July 2, 2020, Law no. 102/2020 for amending and supplementing the companies law no. 31/1990 (“the Law”) was published in the Official Gazette. The changes brought by the Law have been well received by the business environment since its adoption by the Parliament, being perceived as an additional impulse to encourage starting new businesses.
The law offers greater flexibility to entrepreneurs in opening multiple limited liability companies without being constrained by the need to associate with other partners and reduces bureaucracy regarding the registration of companies’ headquarters.
- Sole shareholder in multiple limited liability companies
Prior to the amendments provided by Law, a natural or legal person could be a sole shareholder in only one limited liability company. Such provision stopped or hindered the efforts of entrepreneurs to develop more business, being forced to associate with a partner only for the scope of complying with the conditions imposed by the law and not necessarily because there was affectio societatis – desire for cooperation in order to achieving a common goal.
The Law repealed the provisions that imposed that a person may have the quality of sole shareholder in only one limited liability company offering, thus, the possibility for a person to develop unlimited own business without creating an artificial association. Consequently, from the date of entry into force of the Law (i.e. 05.07.2020), a natural or legal person can have the quality of sole shareholder in as many limited liability companies as he wants to. It is also possible that a limited liability company may have as sole shareholder another limited liability company with sole shareholder.
- Changes regarding the procedure of registration/change of the headquarters
The Law removed a series of documents that were necessary for the registration or change of the headquarters.
Thus, at the registration of the company or at the change of the headquarters, it will be necessary to submit with the Trade Register only the document attesting the right of use over the space destined for the headquarters and that has been previously registered at the competent fiscal authority.
The requirement that the maximum number of companies having the headquarters at the same address must correspond to the number of rooms therein has been repealed. Therefore, more companies will be able to have their headquarters at the same address and in the same room.
